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Ireland Addendum

For Ireland Employees Only

To our Ireland employees: Please note that wherever Irish law provides for or offers greater protections to our employees, Irish law will govern. Some of the policies set forth below may not be applicable to all employees. Please contact a member of the Human Resources Department if you have any questions about the content of this Addendum.

Table of Contents

Supplementary Terms and Conditions of Employment

Normal Place of Work

Salary

Holiday

Sickness Notification and Pay

Regulatory Compliance

Non-Contractual Policies and Procedures

Family Leaves

Maternity Leave
Paternity Leave
Adoptive Leave
Statutory Parent’s Leave (Unpaid)
Citadel Additional Parent’s Leave
Statutory Parental Leave (Unpaid)
Time Off for Dependant Emergencies (Force Majeure Leave)

Other Time Off
Jury Service and Other Public Duties
Working With Respect Supplementary Policy
Bullying and Harassment Complaints Procedure
Whistleblowing Policy
Disciplinary Procedure
Grievance and Workplace Concerns Procedure

Supplementary Terms and Conditions of Employment

Normal Place of Work

Your normal place of work is Citadel’s premises at One Grand Canal Square, 5th Floor, Dublin 2, Dublin, Ireland. We reserve the right to relocate our offices to any place within Ireland or otherwise make reasonable changes to your normal place of work at any time.

Salary

Your basic salary will accrue at the rate of 1/260th of your annual salary per working day and payment for any incomplete months of service will be calculated on this basis.

Holiday

On the termination of your employment we will pay you in lieu of any accrued but untaken Contractual Annual Leave Entitlement. This will be calculated at the rate of 1/260th of your annual basic salary for each accrued but untaken day. If you have used more than your accrued Contractual Annual Leave Entitlement at the termination of your employment you must repay us (or we may make a deduction) based on the same calculation for each excess day.

Sickness Notification and Pay

Notification

If you are absent from work due to sickness or injury you must inform your manager or Human Resources, as soon as practically possible, prior to your normal start time on each day of absence. You must keep us regularly informed of the reasons for, and expected duration of, your absence.

If you are absent for 3 days or less (including weekends and public holidays), immediately following your return to work you will be required to update Workday to reflect your absence.

If you are absent for more than 3 consecutive days (including weekends and public holidays), you must provide Human Resources with a medical certificate on the 4th day and thereafter weekly as well as updating Workday to reflect your absence.

Any unauthorised absence, for whatever reason, must be explained and failure to do so may be treated as a disciplinary matter.

Sick Pay

If you are absent from work due to sickness or injury and comply with the notification requirements, you may be entitled to Statutory Sick Pay (SSP) and/or company sick pay as set out below.

You will continue to be paid Company Sick Pay (i.e. your normal basic salary) for a maximum aggregate of 25 working days in any rolling 12 month period, less your entitlement to any Illness Benefit recoverable by you (whether or not recovered) from the Department of Social Protection. This payment is also inclusive of any entitlement to SSP.

Regulatory Compliance

Your continued employment is also subject to you obtaining, holding, and continuing to hold all applicable qualifications, licences, registrations, and Central Bank of Ireland approvals as required by your role. For the avoidance of doubt, it is a condition of your continuing employment that you abide by the rules, regulations and standards issued by the Central Bank pursuant to the Central Bank Reform Act 2010 (as amended) (the “2010 Act”), including, as applicable to your role, the Central Bank’s Fitness and Probity Standards (Code issued under section 50 of the 2010 Act), the Central Bank’s Minimum Competency Code 2017, the Central Bank (Supervision and Enforcement) Act 2013 (section 48 (1) Minimum Competency Regulations 2017 (Minimum Competency Regulations 2017), and the Central Bank (Individual Accountability Framework) Act 2023 (and any guidance issued thereunder) ("IAF”) and the Senior Executive Accountability Regime thereunder (“SEAR”) as any of the foregoing are amended from time to time any further relevant codes, or regulations as may be issued in accordance with the 2010 Act.

Individuals Performing a PCF or CF Role

The following section applies to staff whose role is a pre-approval controlled function (“PCF”) or controlled function (“CF”) role. Insofar as the IAF applies to you, it is a condition of your continued employment that you comply with the relevant IAF provisions. Any failure to do so may result in the termination of your employment, potentially with immediate effect and without compensation.

If your role is a PCF or CF role, you will not be permitted to commence or continue employment in that role, as the case may be, until all required due diligence procedures required by the Fitness and Probity Standards (issued under section 50 of the 2010 Act) and the Central Bank Reform Act 2010 (Section 21(6)) Regulations 2023 have been completed, including agreeing to abide by the Fitness & Probity Standards and signing an undertaking to this effect, and approval granted by the Central Bank where applicable. For each CF role and PCF role performed by you, we are required to issue a certificate of compliance prior to your appointment to a CF or PCF role and on a yearly basis thereafter, subject to your confirmation of compliance with the applicable standards. Please refer to the Fit and Proper Manual for further information.

In addition to the foregoing, your continued employment is also subject to your continued compliance with:

the Common Conduct Standards; and
in the case of a PCF role and a CF-1 role, the Additional Conduct Standards,

(as assessed by us in our absolute discretion).

The Common Conduct Standards and the Additional Conduct Standards to which you are subject has been or will be separately notified to you and are also set out below. You are also required to attend training on the Common Conduct Standards and the Additional Conduct Standards.

You must notify us without delay if, for any reason, you no longer comply with any of the applicable requirements identified in “Restrictions and Regulatory Approval” in section B of the Handbook and this Addendum.

Additional Conditions, Duties and Reporting Applicable to PCFs

Conditions

If you are in a PCF role, it is a condition of your employment that:

you accept and perform your duties as a PCF in accordance with your written Statement of Responsibilities (“SOR”) as amended from time to time. To the extent that you do not receive any information or materials which you reasonably require to carry out these duties, you must raise this immediately with the CCO or CEO;
you notify the CCO immediately upon you becoming aware that any aspect of your SOR is incorrect, inaccurate or incomplete;
you achieve and maintain a suitable standard of competence as a PCF; and
you complete any appropriate training (in particular, training relevant to your PCF status) within appropriate timescales.

Duties

SEAR requires us to clearly define which PCF has responsibility for particular areas of our business. Each PCF will be responsible at all times for the areas covered by their SOR. Whilst we encourage teamwork and a co-operative working environment at all levels, including at PCF level, you should not perform any duties or assume any responsibilities that have been allocated to another PCF unless (i) these have also been allocated to you as shared responsibilities, (ii) such responsibilities are temporarily delegated to you (for example due to the temporary absence of the other PCF) or (iii) the CEO requests you to assume those responsibilities (for example on a restructure). We reserve the right to amend your SOR subject to prior consultation with you.

We also reserve the right to appoint any other person or persons to act jointly with you (or, in appropriate cases, in place of you) to ensure we meet our regulatory obligations. If you are a PCF and you become aware that you are likely to be absent for a prolonged period, please inform the CEO and or the CCO as soon as possible so appropriate cover arrangements can be made.

In the event that you will not be performing your duties for a prolonged period (whether due to sickness absence, family leave, garden leave, suspension or otherwise), you will assist us in arranging an appropriate handover to such person(s) as we may nominate to cover your responsibilities while you are absent. This should be done in advance of any absence unless not reasonably possible in which case it must be done as soon as circumstances allow. Such assistance will include the preparation of a clear and comprehensive handover document.

Reporting

It is important that you keep the CEO and the CCO informed about the performance of your SEAR responsibilities and any issues that arise in relation to SEAR on an on-going basis.

If you discover or become aware of:

any wrongdoing by yourself or another Citadel (or any member of the Citadel Group’s) employee or director in the course of your or their duties (including, in particular, wrongdoing which goes to fitness and propriety); or
any failure by yourself or another Citadel (or any member of the Citadel Group) employee or director to comply with the Conduct Rules or standards expect by Citadel of its employees equivalent to the Conduct Rules;

you must report this promptly to the CEO and the CCO in accordance with the process and timescales set out in the relevant Citadel policy.

Conduct Standards

Common Conduct Standards

1	You must act with honest and integrity
2	You must act with due skill, care and diligence
3	You must co-operate in good faith and without delay with the Central Bank of Ireland and similar regulators outside the State
4	You must act in the best interests of customers and treat them fairly and professionally
5	You must operate in compliance with standards of market conduct and trading venue rules and any market codes

Additional Conduct Standards

1	You must ensure the business of Firm for which you are responsible is controlled effectively
2	You must ensure that the business of Firm for which you are responsible is conducted in accordance with the Firm’s obligations under financial services legislation
3	You must ensure that any delegated tasks are assigned to an appropriate person with effective oversight
4	You must that an information of which the Central Bank of Ireland would reasonably expect notice in respect of the business of the Firm for which you are responsible is disclosed promptly and appropriately to the Central Bank of Ireland

Non-Contractual Policies and Procedures

Family Leaves

Citadel offers a range of family leave options for its employees which in many cases includes enhanced pay entitlements going beyond the normal statutory rights. Some of the choices and underlying rules can be complicated so if you are unsure about the arrangements that might be best for your family, then please contact HR Benefits.

A summary of each type of family leave is set out below. Please refer to the full policies on the Intranet for further details including eligibility and notification requirements and more information about the associated pay and benefits.

You are encouraged to notify your manager or HR Benefits as soon as possible that you wish to take leave so that we can make the necessary arrangements to best facilitate this.

Maternity Leave

If you are pregnant you are entitled to take up to 42 weeks’ maternity leave. This applies whether you work full-time or part-time and irrespective of how long you have been with Citadel. You are required to take a minimum of 2 weeks maternity leave immediately before the birth, and four weeks following the birth. After that it is up to you how much of the remaining 36 weeks you choose to take. Maternity benefit is normally payable for the first 26 weeks of ordinary maternity leave. Citadel offers enhanced maternity pay for up to 26 weeks (inclusive of maternity benefit) subject to eligibility requirements.

Paternity Leave

You may be eligible to take up to 2 weeks paternity leave if your partner has a baby while you are employed by Citadel. Provided you are eligible to receive statutory paternity pay Citadel will top this up to full salary for the two-week period. If your partner is adopting a child, please speak to a member of HR Benefits as you will have similar rights.

Adoptive Leave

You may be eligible to take up to 40 weeks’ adoptive leave where a child is placed with you for adoption. Adoptive benefit is normally payable for up to 24 weeks of adoptive leave. Citadel offers enhanced adoptive pay for up to 26 weeks (inclusive of adoptive benefit) subject to eligibility requirements.

Statutory Parent’s Leave (Unpaid)

You may be eligible to take up to 7 weeks’ parent’s leave during the first two years of the child’s birth or adoption in accordance with the current statutory rules. Parent’s Leave is unpaid, unless you opt to take your Parent’s Leave within the first 12 months of the baby’s birth or placement, in which case, it will be covered by the Citadel Additional Parent’s Leave policy outlined below (and extended to 8 weeks).

Citadel Additional Parent’s Leave

You may be eligible to take 8 weeks of Citadel Additional Parental Leave if your partner has a baby while you are employed by Citadel. If your partner is adopting a child, please speak to a member of HR Benefits as you will have similar rights. Citadel Additional Parental Leave must be taken in two blocks (for example one eight-week block, or two blocks of four weeks). If eligible, you will be entitled to receive Citadel Additional Parental Leave Pay – which is your normal basic salary - for a maximum of 8 weeks. This is inclusive of any statutory pay you might be entitled to. Please note there may be other leave or pay implications when taking this leave so if you’re considering it, please speak to HR Benefits.

Statutory Parental Leave (Unpaid)

You may take up to a total of 26 weeks’ unpaid leave to care for a child if you have been continuously employed by Citadel for a year or longer and you have (or expect to have) parental responsibility for a child under the age of 12 (or 16 in the case of a child with a disability).

Time Off for Dependant Emergencies (Force Majeure Leave)

You are entitled to a reasonable and short amount of time off where your immediate presence is indispensable owing to an injury or illness of a close family member in accordance with current statutory provisions from time to time. The maximum amount of leave is 3 days in any 12-month period or 5 days in a 36-month period.

Other Time Off

Jury Service and Other Public Duties

You will be allowed paid time off work to perform jury service. If, during the period of jury duty, you are not required to attend jury duty during your regularly scheduled work day, you must report to work during those times.

You must submit to your manager a copy of the summons to appear as a juror as soon as it is received. In addition, proof of service and attendance must be submitted to your manager when your period of jury duty is completed.

In addition, you may be granted reasonable time off if you undertake certain other public duties. You should try to ensure that you strike a fair balance between the needs of public duty and the requirements of our business. Anyone invited to take up such an appointment should discuss it with your manager and Human Resources.

Working With Respect Supplementary Policy

This policy supplements the Working with Respect Policy in the Handbook.

The risk of bullying has been assessed and preventive measures included, where necessary, in the Safety Statement. In addition, consultation with employees or their representatives, including the Safety Representative and the Safety Committee, as appropriate, has taken place as regards the risk of bullying at work and preventive measures.

What Are Bullying and Harassment?

In addition to the information and examples set out in the Handbook:

“Workplace bullying” is defined as repeated inappropriate behaviour, direct or indirect, whether verbal, physical or otherwise, conducted by one or more persons against another or others, at the place of work and/or in the course of employment, which could reasonably be regarded as undermining the individual’s right to dignity at work. An isolated incident of the behaviour described in this definition may be an affront to dignity at work but a once-off incident is not considered bullying.

“Harassment” (other than sexual harassment) is defined as any form of unwanted conduct related to any of the discriminatory grounds being conduct which has the purpose or effect of violating a person’s dignity and creating an intimidating, hostile, degrading, humiliating or offensive environment for the person. The discriminatory grounds are civil status; family status; sexual orientation; religion; age; disability; race; and membership of the Traveller community)

“Sexual harassment” is defined as any form of unwanted verbal, non-verbal or physical conduct of a sexual nature being conduct which has the purpose or effect of violating a person’s dignity and creating an intimidating, hostile, degrading, humiliating or offensive environment for the person.

Bullying and Harassment Complaints Procedure

If you believe that you are being subjected to bullying, harassment or sexual harassment, or if you have reason to believe that someone else is being subjected to bullying, harassment or sexual harassment, an attempt should be made to address such allegations on an informal basis, if that is appropriate, in the first instance through the procedure set out below. Complaints by employees of bullying at work will be taken seriously and treated with fairness, sensitivity, respect and confidentiality for all parties concerned. Early intervention offers the best possible potential for a good outcome, particularly regarding restoring workplace relationships. Mediation may also help to resolve issues at an early stage.

Informal Procedure

Contact Person – local Human Resources representative. The Contact Person acts as the first step for anyone who is concerned about bullying, harassment or sexual harassment. The role of a Contact Person is a supportive one – to listen, and offer guidance on our policy and procedures, all on a strictly confidential basis. The Contact Person will have no role in the investigation of any complaints and will not have any further involvement in the details or right and wrongs of a complaint.

Nominated Person – a Nominated Person will be appointed by us to deal with the secondary informal process. Each Nominated Person will have appropriate training and experience and who is familiar with the procedures involved to deal with the complaint. This will not be the Contact Person.

Initial Informal Process

If you believe you are being bullied, harassed or sexually harassed, if appropriate you should explain clearly to the person involved that you find the behaviour in question to be unacceptable. If you feel that it is more suitable, you could consider putting your concerns in writing to the person involved, focusing on the facts regarding acts done and their consequences. If your concerns relate to your manager, you may prefer to discuss your concerns informally with your manager’s manager. You may wish to seek the support of the Contact Person for guidance.

Secondary Informal Process

If the initial informal process is unsuccessful, or if it is inappropriate for the seriousness of the issues, contact your immediate supervisor or a member of Human Resources. We will appoint a Nominated Person to deal with your complaint. Your complaint can be made verbally or in writing giving concrete examples of the alleged inappropriate behaviour, the dates of any such incidents and details of witnesses, where possible. If given verbally, the Nominated Person will take a note of your complaint, a copy of which will be provided to you. The Nominated Person will deal with your complaint on our behalf by establishing the facts, the context of the complaint and the next course of action in dealing with the matter under the informal procedure. A copy of the complaint will also be provided to the person who the complaint has been made against and they will be given an opportunity to respond.

The Nominated Person will keep a written record of all stages of the informal procedure. The aim of the process is, where possible, to reach agreement on how to resolve the matter so both parties can return to a harmonious working environment without bullying being a factor. If the behaviour does not concern alleged bullying, harassment or sexual harassment, an alternative approach should be put in place and a rationale recorded. The process should be kept confidential, but line managers should be kept informed as appropriate about the process.

If you decide that it would not be appropriate for us to deal with your complaint under the informal procedure, or having done so you are not satisfied with the outcome, you should proceed to the Formal Procedure.

Formal Procedure

You should make a formal complaint in writing to your immediate supervisor or a member of Human Resources, giving concrete examples of the alleged bullying, harassment and/or sexual harassment, the dates of any such incidents and details of witnesses, where possible.

One or more designated members of management will be responsible for carrying out an investigation into your complaint. The investigator will endeavour to agree the terms of reference of the investigation with both you and the person against whom the complaint has been made in advance.

An initial meeting should be organised at which each person is met with separately, starting with the person making the allegation. This initial meeting will take place as soon as practicably possible after receiving your complaint. If we consider it appropriate to do so, we reserve the right, at our discretion, to appoint or engage an external third party to conduct the investigation. The other party, when met with, should be given a copy of the complaint in full, and both should be given any relevant documents including this policy and a copy of the written complaint made.

The terms of reference should include the following:

Confirmation that the investigation will be conducted in accordance with this policy;
An indicative timescale for its completion – this timeframe should be proposed, and its rationale explained;
The scope of the investigation, setting out that the investigator will decide, based on the facts before them, whether the behaviour complained about may, on the balance of probabilities, have occurred; and
That confidentiality of the process should be emphasised to all concerned.

The person against whom the complaint has been made will be given a fair opportunity to respond to each and every allegation of bullying, harassment and/or sexual harassment.

Where the allegations made are of a severe nature, we reserve the right to suspend the person against whom the complaint has been made on full pay and benefits whilst the investigation is being carried out.

The investigator will meet you, the person against whom the complaint has been made and any witnesses or other relevant persons on an individual basis to try to establish the facts surrounding the allegation. Both you and the person against whom the complaint has been made have the right to be accompanied and/or represented by a fellow employee at all meetings regarding the matter. Everyone involved in the process will maintain strict confidentiality.

Statements from all parties, including witnesses, should be recorded in writing as the use of written statements tends to make matters clearer from the outset and maintains clarity throughout the investigation. Copies of the record of their statements should be given to those who make statements to the investigator. Copies should also be provided to the complainant and the person complained about and should result in findings of fact only.

If possible, all parties should continue to work normally during the investigation.

Every effort will be made to carry out and complete the investigation as quickly as possible and preferably within the agreed timeframe. Once the investigation is complete, the investigator will present a written report to management. The investigator will not uphold or dismiss the allegations and/or suggest or impose sanctions. The investigation will consider all material and evidence before it and a decision will be made on balance of probability as to whether the behaviours complained about may have occurred. If the investigator concludes that the accused employee has a case to answer, on the balance of probability, then the investigator may recommend whether or not we should invoke the Disciplinary Procedure. Both parties will be informed in writing of the investigator’s report.

Either party may appeal the findings of an investigation under this procedure to the local Chief Operating Officer/Country Manager or a person nominated by him/her in writing within a reasonable timeframe of our decision in respect of the complaint outlining the reasons for the appeal. The appeal will focus on the conduct of the investigation in terms of fair process and will not involve a rehearing of the complaint.

Conclusion of Formal Process and Follow Up

We will decide, in light of the investigator’s report and the findings of fact therein, what action is to be taken arising from that report. We will inform both parties in writing of the next steps.

If the investigator recommends that we should invoke our Disciplinary Procedure, a disciplinary hearing will take place in accordance with the procedure. If it is found that a disciplinary offence has occurred, disciplinary action will be taken in accordance with the Disciplinary Procedure. A potential outcome is to require an employee guilty of harassment, sexual harassment or bullying to attend counselling and thereafter we will monitor the situation to check that the bullying, harassment or sexual harassment has stopped. Cases of harassment, sexual harassment or bullying may result in the employee’s dismissal.

Some type of reconciliation or rehabilitative meetings, or team working session may be considered as appropriate to restore healthier working communication for the future.

Prohibition Against Retaliation

We prohibit any form of retaliation or victimisation against any employee who, in good faith, reports a complaint under this policy or assists in a complaint investigation and shall treat such retaliation or victimisation as a disciplinary offence.

Malicious Complaints

If, after investigating any complaint of harassment, we determine that the complaint was not made in good faith or that an employee has provided false information regarding the complaint, disciplinary action may be taken against the individual who filed the complaint or who gave false information.

Whistleblowing Policy

You are encouraged to bring to the attention of senior management a matter which either: (a) involves any failure to comply with the law or a regulatory requirement or any of Citadel’s rules, regulations or policies; (b) is in your view so serious in nature that it may have a significantly detrimental effect on the well-being of staff, Citadel, a client or the public; or (c) involves the concealment of information relating to (a) or (b). It is immaterial whether the relevant failure occurred in Ireland – it is still important that you tell us so we can ensure the appropriate action is taken. You should raise such concerns in accordance with the procedure set out below.

What Constitutes a Relevant Wrongdoing

In Ireland, legal protections exist for employees (to include interns, officers, consultants, contractors, job applicants, board members, shareholder and volunteers) who disclose information they reasonably believe relates to a “relevant wrongdoing”, as defined under the Protected Disclosures Act 2014 (as amended) (“PD Act”). This is also known as “whistleblowing”, but for the purposes of this policy, we have used the language contained in the PD Act. A “relevant wrongdoing” includes the following:

a fraud has been, is being or is likely to be committed;
a criminal offence has been, is being or is likely to be committed;
a person has failed, is failing or is likely to fail to comply with a legal or regulatory obligation (other than one arising under a contract of employment);
the health and safety of an individual has been, is being or is likely to be endangered;
information indicating that an occurrence of any of the above has been, is being or is likely to be concealed;
a miscarriage of justice has occurred is occurring or is likely to occur;
the environment has been, is being or is likely to be damaged; and/or
a breach of EU law, as defined in the EU Whistleblowing Directive has occurred, is occurring or is likely to occur. This includes breaches of EU law in the areas of public procurement, financial services, products and markets, and prevention of money laundering and terrorist financing, the protection of privacy and personal data, and security of network and information systems.

How to Report a Concern

If you have any knowledge of a matter set out in the list above that involves Citadel or an employee or a client, you should immediately raise your concerns about the matter with the General Counsel for Europe or the Chief Compliance Officer for Citadel Securities GCS (Ireland) Limited (the “CCO”). You are free to raise the matter in writing, over the telephone or in person. Alternatively, you may raise the matter with your manager or a member of Human Resources. Where you wish to raise a matter in writing, you should forward a written summary of your concerns to the General Counsel for Europe and Head of Human Resources for Europe at whistleblowing@citadel-legal.com, or the CCO who will provide senior management with the appropriate advice on the matters raised and the action that should be taken in addressing your concerns

If for any reason you feel uncomfortable about raising a matter with any of the parties mentioned above, there is an independent option, which is set out in the table below which sets out all of the options available to you.

Dealing With a Reported Concern

A record of every protected disclosure that we receive will be kept. The format may vary (e.g. a recording of the conversation, a transcript of the conversation, or agreed minutes of your meeting).

A concern may be raised anonymously. However, on a practical level it can be difficult to investigate such a concern. We would encourage employees to put their names to allegations, with our assurance of confidentiality where possible, in order to facilitate appropriate follow-up. This will make it easier for Citadel to assess the disclosure and take appropriate action including an investigation if necessary.

If you report a relevant wrongdoing, your identity will not be disclosed to anyone who is not authorised to receive or follow up on the information that you have reported. However, in circumstances where this is not possible, we will notify you unless such notification would, in our view, jeopardise the internal investigation, or any judicial proceedings.

It should be noted that a personal concern, for example a grievance around your own contract of employment, or an interpersonal conflict between you and another employee would not be regarded as a whistleblowing concern and would be more appropriately processed through our Grievance & Workplace Concerns Procedure.

All matters raised by employees will be acknowledged within seven days of receipt.

The General Counsel for Europe or the CCO will maintain communication with you and may seek further information from you.

The matter will be promptly investigated and, if appropriate, you will be advised of the action envisaged or taken as follow-up, and the grounds for such follow-up, within three months of having raised the matter within the proper channels.

Where relevant and appropriate, details of the matter may also be shared with the Central Bank of Ireland, the Gardaí and/or any other appropriate authorities.

Prohibition Against Retaliation

Employees will not be subject to any recrimination or detrimental treatment by Citadel because they have raised a concern in accordance with this policy. Please note that while you are not expected to prove the truth of an allegation, you must have a reasonable belief that there are grounds for your concern. Victimising or deterring an employee from raising a matter of concern will be regarded as misconduct and may lead to disciplinary action (and may also have implications in regard that individual’s fitness and probity). Any employee who feels they have been penalised as a result of raising a concern or placed under any pressure not to raise a concern should report that fact in writing to Human Resources.

Abuse of This Policy

This policy is intended to encourage employees to raise genuine concerns. However, any abuse of this policy by raising unfounded allegations maliciously may lead to disciplinary action.

External Disclosures

The aim of this policy is to provide an internal channel within Citadel to deal with concerns or disclosures in regard to wrongdoing. We are confident that issues can be dealt with in-house and we strongly encourage workers to initially report such concerns internally. We acknowledge that there may be circumstances where an employee wants to make a disclosure externally, and the PD Act provides for a number of avenues in this regard. However, it is important to note that while you need only have a reasonable belief as to the grounds for your concern to make a disclosure internally, if you are considering an external disclosure, different and potentially more onerous obligations apply, depending on to whom the disclosure is made. Further details are set out below as to the process for making disclosures to certain external bodies.

Where you decide to make an external disclosure, it is important that it is limited to information relevant to the wrongdoing and should not unnecessarily disclose confidential company or confidential commercial information unrelated to the alleged wrongdoing.

Criminal Justice (Money Laundering and Terrorist Financing) Act 2010

Where an employee wishes to report a breach of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010, they may make a report to the Chair of the Audit Committee of Citadel (who is an Independent Non-Executive Director) at Whistleblowing-Independent@citadel-dublin.com. This may be done anonymously.

Guidance Regarding Disclosures to External Bodies

Central Bank of Ireland Specific Disclosures

Where an employee wishes to make a report to the Central Bank of Ireland under the Protected Disclosures Act 2014 Act, the Central Bank (Supervision and Enforcement) Act 2013 (as PCF holder), the European Union (Market Abuse) Regulations 2016, or the Central Bank Reform Act 2010 (specifically section 53F(d) as a CF-1 or PCF holder) relating to breaches of financial services legislation by Citadel, they may make the disclosure through the following channels:

E-mail: confidential@centralbank.ie
Telephone: 1890 130014: Calls are answered Monday to Friday 9.30am - 5.00pm
Post: Protected Disclosures Desk, Central Bank of Ireland, PO Box 11517, Spencer Dock, Dublin 1, D01 W920.

Policy Changes

Changes may be made to this policy and procedure from time to time to ensure Citadel’s approach achieves its objectives and complies with all applicable laws and best practice.

Summary Guidance

This Summary Guidance is to be read in conjunction with the full Whistleblowing Policy above.

Reporting a Relevant Wrongdoing as Defined in the Protected Disclosures Act 2014 Internally
Reporting channel	1. General Counsel for Europe (“General Counsel”) or the Chief Compliance Officer for CSGI (“CCO”)
Process	You may raise the matter in writing, over the telephone, or in person. Where you wish to raise a matter in writing, you should forward a written summary of your concerns to the General Counsel and Head of Human Resources for Europe at whistleblowing@citadel-legal.com, or the CCO.
If you are uncomfortable raising with the General Counsel or the CCO:
Reporting channel	2. Raise directly with your Manager or a member of Human Resources
Process	Any Manager with whom a matter is raised should report it immediately to the General Counsel or the CCO on behalf of the employee. If an employee believes that, having reported such a matter to their Manager, their Manager has done nothing to investigate their concern then they should report that concern to the General Counsel, the CCO, a member of Human Resources, or to the CEO for Europe.
If you are uncomfortable raising with the General Counsel, the CCO, your Manager, or a member of Human Resources:
Reporting channel	3. Raise the matter with the Chair of the Audit Committee (who is an Independent Non-Executive Director)
Process	The Chair of the Audit Committee can be reached at: Whistleblowing-Independent@citadel-dublin.com
Reporting a breach of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010
Reporting channel	Raise the matter with the Chair of the Audit Committee (who is an Independent Non-Executive Director)
Process	4. The Chair of the Audit Committee can be reached at: Whistleblowing-Independent@citadel-dublin.com

Disciplinary Procedure

We require high standards of conduct and performance from our employees.

Although many concerns about conduct and performance can be handled informally, there will be occasions when this has not worked, or informal discussions are not appropriate. In these circumstances, we will normally use this procedure.

When using this procedure, our approach may vary. For example, training and review periods are more likely to be appropriate where the concerns are performance-based as opposed to conduct-based.

This procedure does not apply to those employees on their probationary period.

Overview

If there are concerns about your conduct or performance which we decide to raise under this procedure the key elements of the procedure are that:

We will set out the concerns about your conduct or performance in writing.
We will organise a meeting (which, under this procedure, is called a hearing) to discuss the concerns and listen to your response.
If we decide a concern is justified, we will explain the action we have decided to take.
You may appeal against any action we take.

Please note that we reserve the right to continue with a disciplinary process notwithstanding the fact that you may have raised a workplace concern in relation to the subject matter of the disciplinary process or otherwise.

Investigations

In some cases it will be clear straightaway that holding a hearing under this procedure is appropriate. In other cases, a preliminary investigation may be necessary before deciding whether to hold a hearing. Citadel reserves the right to appoint an external investigator where appropriate. A preliminary investigation may include interviewing staff and others and reviewing documents. You may be interviewed during such an investigation (but not necessarily).

No decision about whether a hearing should be held will be made until the end of the investigation. In performance matters, the same manager may perform the role of investigator and decision-maker. In cases of misconduct we would normally aim to keep these two roles separate.

Suspension

We may suspend you for whatever period of time is considered appropriate to investigate any aspect of your performance or conduct and/or to follow proceedings in relation to this policy, or for any other reason allowed by law. Any decision to suspend you will be confirmed in writing as soon as reasonably practicable. Suspension does not imply we believe a concern is justified and is not disciplinary action under this procedure. You will normally receive your full pay and benefits during any period of suspension.

Notification of Hearing

Before holding a hearing, we will provide you with a written statement of our concerns, which will set out the alleged conduct or underperformance giving rise to the procedure, and the potential outcome/ disciplinary action which may be taken, up to or including dismissal.

You will be given advance notice of the disciplinary hearing and must take all reasonable steps to attend the disciplinary hearing. If you fail to attend the disciplinary hearing when notified, it may continue in your absence unless there are exceptional circumstances that prevent your attendance.

You may choose to be accompanied at the hearing by a work colleague in Ireland. Your companion will be able to address the hearing but may not answer questions on your behalf. If we schedule a hearing at a time when your chosen companion is unavailable, you must suggest an alternative date within five days of the original hearing date.

The Hearing

At the hearing, you will then be given an opportunity to respond to the concerns and present an account of your conduct or performance. The case will be discussed, relevant evidence will be considered and if necessary, the meeting will be adjourned so that further investigation can be undertaken.

After the hearing, you will be informed of the decision and notified of your right to appeal.

Action Under This Procedure

If disciplinary action is taken, it will normally form one of the four staged sanctions set out below. Taking of action will normally be progressive, but in appropriate cases one or more of the stages may be omitted or repeated. In particular, where serious performance concerns or fitness and propriety concerns arise for an employee in a regulated role and/or a certified person, we may modify the process accordingly. Disciplinary sanctions will only be taken, where appropriate, following a disciplinary hearing.

In addition, alongside a disciplinary sanction (if any), there may be circumstances where training, other support or a change in duties or role is appropriate. These are most likely to be relevant in cases of poor performance. There may also be circumstances where it is appropriate to transfer or demote you as an alternative disciplinary sanction to dismissal.

Unless the warning sets a shorter or longer period, it will normally be disregarded for disciplinary purposes after 12 months (save for verbal warnings which will normally be disregarded after 6 months). Where you hold a regulated role and/or are a certified person we may need to make reference to the warning – whether live or expired - and the underlying misconduct or performance issue when providing regulatory references.

Stage One: Verbal Warning

You will be advised of the reason for the warning. A note of the warning will be kept on your personnel file.

Stage Two: First Written Warning

If your conduct or performance does not improve sufficiently or if the misconduct or poor performance is considered sufficiently serious, you may receive a first written warning. The first written warning will give:

the reasons for the warning;
the corrective action or improvement required;
the timescale within which you will be required to demonstrate improvement if applicable; and
consequences of further misconduct/underperformance.

If there is a repetition or continuation of a problem already handled at Stages 1 or 2, or there is little or no improvement after a reasonable timescale, or where there is a separate breach of contract or policy, (which falls short of gross misconduct but is serious enough to warrant only one warning) then a Stage 3 sanction may be invoked.

Stage Three: Final Written Warning

If your performance or conduct does not improve sufficiently or if the misconduct or poor performance is considered sufficiently serious then you may receive a final written warning.

The final written warning will give:

the reasons for the warning;
the corrective action or improvement required;
the timescale within which you will be required to demonstrate improvement if applicable; and
a warning that dismissal or some action short of dismissal may occur if there is no improvement/repeat of the conduct.

Stage Four: Dismissal (which may be with or without notice)

If there is a recurrence of misconduct or your performance fails to improve sufficiently or your actions constitute gross misconduct you may be dismissed.

Gross Misconduct

Gross misconduct is conduct which warrants immediate dismissal without any notice or payment in lieu of notice. The following are non-exhaustive examples of conduct which may amount to gross misconduct:

Committing any substantial and serious breach of your obligations as an employee, including without limitation any material and serious breach of our policies, Central Bank of Ireland rules, guidance, codes or regulations (including specifically the Fitness and Probity Regime), and the Non-Disclosure, Non-Compete and Non-Solicitation Agreements; or
Committing any breach of, or ceasing or failing to comply with, the rules, regulations and standards set out in Section B of the Handbook or the contractual section of this Addendum; or
Covert recording of any meeting, hearing or conversation; or
Violence, threats of violence or fighting; or
Bullying, harassment (including sexual harassment) or victimisation of our (or any member of the Citadel Group’s) employees, clients, or business associates; or
Theft, misappropriation, deliberate damage, or destruction to or of property belonging to us or any member of the Citadel Group, or our employees, clients, or business associates (or those of the Citadel Group); or
Unreasonable failure to comply with any lawful order or direction, refusal to accept work assignments, or follow reasonable instructions given by your manager, us, or any member of the Citadel Group; or
Gross insubordination or interfering or refusing to co-operate with co-workers; or
Falsification of our (or a member of the Citadel Group’s) employment records or documents, to include, without limitation, expense claims or request forms; or
Offering, promising, giving, requesting, agreeing to receive, or accepting a bribe or inappropriate inducement; or
Bringing us or any member of the Citadel Group into serious disrepute; or
Conducting yourself in a manner (including conduct outside normal working hours), which in our reasonable opinion, is prejudicial to us or any member of the Citadel Group; or
Serious negligence, whether or not that causes or might cause loss, damage or injury, and/or serious breach of health and safety rules; or
Being charged with or found guilty of a criminal offence (other than an offence which in our reasonable opinion does not affect your position within our business); or
If applicable, having your personal Central Bank of Ireland approval withdrawn or revoked or being likely to have this withdrawn or revoked; or
Being incapable of working properly during working hours due to the influence of alcohol or non-prescribed drugs, or consuming or giving us reasonable grounds for believing you are consuming the same during working hours.

Misconduct Generally

The following are examples of conduct which may lead to disciplinary action short of immediate dismissal:

Bad time keeping;
Misuse of Citadel equipment;
Unauthorised absence;
Abusive/offensive language;
Failure to conduct yourself in the best interests of our business;
Poor performance, including, but not limited to, inadequate attention to work, slow rates of work, failure to achieve reasonable levels of performance and negligence; or
Breach of any policy or term in your contract of employment or the Handbook.

Serious or repeated cases of conduct such as the above may, however, result in immediate dismissal.

Appeals

You have the right to appeal within five working days against any disciplinary action.

If you wish to appeal you should notify Human Resources in writing. The letter should indicate the full grounds on which the appeal is being made and whether it relates to the finding made or the sanction imposed. An appeal hearing will be scheduled and you must take all reasonable steps to attend the appeal meeting.

At the end of the hearing, the appeal manager will normally adjourn to consider the decision. They may:

overrule the original decision that the concerns (or some of them) were justified;
decide that no action should be taken;
reduce the level of action taken; and/or
increase the level of action taken.

Any appeal decision will be final. For the avoidance of doubt, where a decision to terminate is appealed and the dismissal is upheld, the date of termination of employment is the date of the original decision and not the date of the appeal.

Grievance and Workplace Concerns Procedure

This procedure is designed to help us resolve any workplace concerns raised by employees. If you are dissatisfied with any aspect of your employment, it is often best to try and resolve the matter informally by discussing it with your manager or with Human Resources. If you have a concern that cannot be resolved informally, you should use the following procedure.

Notify Human Resources

If you have a concern relating to your employment you must set out in writing the alleged concern and send the written complaint to Human Resources.

Hearing

We will invite you to attend a hearing to discuss the matter. You must take all reasonable steps to attend the hearing.

You may choose to be accompanied at the hearing by a work colleague in Ireland. If the person you wish to attend the hearing with you is unavailable on the date we propose, you must suggest a reasonable alternative time within five days following the original date of the hearing. You and your companion will be allowed to confer with each other. Your companion may address us at the hearing but will not be allowed to answer questions on your behalf.

During the hearing, we will discuss your concerns and you will have an opportunity to explain your views. After the hearing, we will tell you our decision.

Appeal

You may appeal our decision. You should direct your appeal to Human Resources, within five working days after you were told of the decision. The appeal should be in writing and detail the aspects of the decision you are challenging and why. We will usually organise a meeting to discuss your appeal. Appeals will normally be heard by a person senior to the manager who conducted the initial hearing. You must take all reasonable steps to attend the meeting. As at the first meeting, you may choose to be accompanied. After the appeal meeting, we will tell you our decision, as soon as is reasonably practicable. This decision will be final and binding.

Additional Steps

We may take some additional steps where we think this will be helpful, such as holding more than one meeting with you, or adjourning a meeting so that we can carry out further investigations.